In March and April of 2006, we visited 23 free schools, community centers, after school programs, summer camps, skill shares, charter schools and private schools. We interviewed students, parents and teachers about their experiences with creating and sustaining radical learning spaces. We define this as non-compulsory, non-coercive physical spaces set up for various types of learning and projects. The documentary outlines a history of both conventional and radical education, explores peoples definitions of learning, highlights some interesting spaces as examples, identifies major themes common between spaces, and addresses the role of these spaces in the wider movement for social change.